OPENDOOR TECHNOLOGIES INC. 
Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.
Indenture and Notes
On
The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will accrue interest at a rate of 0.25% per annum, payable
semi-annually in arrears on
The Notes will be redeemable, in whole or in part (subject to certain
limitations described below), at the Company's option at any time, and from time
to time, on or after
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date the Company sends the related redemption notice; and (b) the trading day
immediately before the date the Company sends such notice; and (ii) the
"liquidity conditions" (as defined in the Indenture) have been satisfied.
However, the Company may not redeem less than all of the outstanding Notes
unless at least
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
The Notes will have customary provisions relating to the occurrence of "Events
of Default" (as defined in the Indenture), which include the following:
(i) certain payment defaults on the Notes (which, in the case of a default in
the payment of interest on the Notes, will be subject to a 30-day cure period);
(ii) the Company's failure to send certain notices under the Indenture within
specified periods of time; (iii) the Company's failure to comply with certain
covenants in the Indenture relating to the Company's ability to consolidate with
or merge with or into, or sell, lease or otherwise transfer, in one transaction
or a series of transactions, all or substantially all of the assets of the
Company and its subsidiaries, taken as a whole, to another person; (iv) a
default by the Company in its other obligations or agreements under the
Indenture or the Notes if such default is not cured or waived within 60 days
after notice is given in accordance with the Indenture; (v) certain defaults by
the Company or any of its subsidiaries with respect to certain indebtedness for
borrowed money of at least
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may . . .
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in transactions not involving any public offering.
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The Notes were resold by the initial purchasers to persons whom the initial
purchasers reasonably believe are "qualified institutional buyers," as defined
in, and in accordance with, Rule 144A under the Securities Act. Any shares of
the Company's common stock that may be issued upon conversion of the Notes will
be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an
exchange by the Company exclusively with its security holders. Assuming the
initial purchasers fully exercise their option to purchase additional Notes,
initially, a maximum of 66,069,616 shares of the Company's common stock may be
issued upon conversion of the Notes, based on the initial maximum conversion
rate of 67.5904 shares of common stock per
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofAugust 20, 2021 , betweenOpendoor Technologies Inc. andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing the 0.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Confirmation of Call Option Transaction. 104 Cover page interactive data file (embedded within the inline XBRL document).
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